Corporate governance shapes who controls companies, how boards oversee management and how investors exercise their rights. The latest comparable international figures show a landscape with concentrated ownership, increasingly formal oversight rules, uneven board diversity and broad sustainability-disclosure expectations.
Contents
- Global ownership and listed-company markets
- Governance codes and enforcement
- Shareholder voting and related-party transactions
- Board structure and independence
- Audit, risk and executive remuneration
- Gender diversity in corporate leadership
- Sustainability disclosure and corporate finance
Global ownership and listed-company markets
Global market capitalisation reached USD 98 trillion in 2022, up from USD 84 trillion in 2017. Over the same period, the number of listed companies increased from approximately 41,000 to almost 44,000. Emerging economies accounted for much of the expansion in company count, rising from around 16,000 listed companies in 2017 to over 20,000 in 2022. These figures are reported by the OECD Corporate Governance Factbook 2023, using regulated or main markets.
Ownership is not distributed evenly across public-equity markets. Institutional investors owned 44% of global public-equity market capitalisation at the end of 2022. The public sector owned 11%, private corporations 10%, strategic individuals 8% and other free-float holders 27%.
The country differences were substantial. Institutional investors owned at least 70% of equity in the United States at the end of 2022, compared with around 11% in China. In another form of concentration, more than 60% of listed companies in Peru, Argentina, Chile and Indonesia had a single shareholder owning over half of the equity at the end of 2022. Those ownership structures affect the practical balance between controlling shareholders, minority investors and boards.
Governance codes and enforcement
Corporate governance rules vary in how strongly they bind companies. In 2022, binding or partly binding corporate-governance instruments were used by 18% of 49 surveyed jurisdictions. Six jurisdictions, or 12%, used a mixed system combining binding and voluntary measures, while only three used a wholly binding approach. The OECD Corporate Governance Factbook 2023 framework and institutional analysis distinguishes these approaches rather than treating every governance code as equally enforceable.
Governance frameworks have also been updated since the 2015 OECD Principles. More than 90% of surveyed jurisdictions had revised their corporate-governance codes or equivalent provisions at least once between 2015 and 2022. National authorities were the sole formal custodians of governance codes in 25% of jurisdictions in 2022, up from 17% in 2015.
Oversight is distributed across institutions. At least 44 institutions across 34 jurisdictions issued national reports reviewing listed companies’ adherence to governance codes in 2022. Securities or financial regulators led or shared responsibility for supervising and enforcing listed-company governance in 82% of the 49 surveyed jurisdictions. Formal governing bodies existed at 87% of the regulatory institutions covered by the Factbook in 2022.
These statistics describe the institutional architecture, not the quality of every company’s governance. A code may be binding, voluntary or mixed, and a reporting system may review adherence without making all practices identical across markets.
Shareholder voting and related-party transactions
Voting rights can reinforce or weaken the influence of different shareholder groups. Shares with multiple voting rights were permitted in 55% of surveyed jurisdictions and explicitly prohibited in 31% in 2022. Voting caps were permitted in 24 jurisdictions and prohibited in 13 jurisdictions.
Transparency around shareholder decisions improved between 2015 and 2022. The share of jurisdictions requiring listed companies to disclose general-meeting voting results immediately or within five days rose from 39% in 2015 to 63% in 2022. Formal vote-counting procedures existed in 69% of jurisdictions in 2022, up from 49% in 2015. These observations come from the OECD analysis of shareholder rights and ownership functions.
Related-party transactions receive particularly direct controls. Board approval of certain related-party transactions was required in 84% of jurisdictions in 2022, compared with 59% in 2017. Explicit abstention by related board members from approving such transactions was required in 80% of jurisdictions. Shareholder approval of certain related-party transactions was established in 59% of surveyed jurisdictions.
Institutional investors also faced greater transparency expectations. Disclosure of actual voting records was required or recommended in 67% of jurisdictions in 2022, up from 34% in 2015. Disclosure of institutional-investor conflict-of-interest policies and their implementation was required or recommended in 71% of jurisdictions in 2022, compared with 64% in 2020.
Board structure and independence
Board design is increasingly covered by explicit standards. Ninety percent of surveyed jurisdictions required or recommended a minimum board size in 2022, most commonly three members. By contrast, only 9 of 49 jurisdictions imposed maximum board-size limits, with limits ranging from 5 to 21 directors.
The separation of chair and chief executive roles remained less universal. Among 38 jurisdictions with one-tier boards, 13 required and 15 recommended separating the chair and CEO roles in 2022. The remaining jurisdictions used other approaches or did not require or recommend that separation.
Independent directors were a near-universal governance expectation. All but two surveyed jurisdictions required or recommended a minimum number or ratio of independent directors in 2022. Six jurisdictions had binding requirements for at least 50% independent directors for some companies. Fifteen jurisdictions required or recommended minimum independence of at least two to three directors or at least 30% of the board.
Tenure rules add another layer of independence oversight. Twenty-eight jurisdictions set a maximum tenure for independent directors in 2022, ranging from 5 to 15 years. Twenty-two jurisdictions required or recommended that directors no longer be treated as independent after reaching the maximum tenure. The OECD corporate-board findings report these jurisdiction-level requirements and recommendations for 2022.
| Board governance measure | 2022 observation |
|---|---|
| Jurisdictions with a minimum board-size rule or recommendation | 90% |
| Jurisdictions with a minimum independence rule or recommendation | All but 2 |
| Jurisdictions with a maximum independent-director tenure | 28 |
| Jurisdictions with binding 50% independence requirements for some companies | 6 |
Audit, risk and executive remuneration
Audit oversight was the most consistent board-committee requirement in the surveyed markets. All 49 jurisdictions required or recommended listed companies to establish an independent audit committee in 2022. The rule was binding in 44 jurisdictions, while five used comply-or-explain recommendations.
Risk management was also widely assigned to boards. More than 90% of jurisdictions required or recommended assigning a risk-management role to the board in 2022. Together, audit and risk responsibilities place formal expectations on boards to monitor reporting, controls and exposure rather than simply approve management decisions.
Executive remuneration controls varied more than audit-committee rules. Twenty-five jurisdictions required a binding shareholder vote on remuneration policy in 2022, and one recommended such a binding vote. Separately, 11 jurisdictions required or recommended advisory shareholder votes on remuneration. These categories distinguish binding votes on policy from advisory votes and should not be combined.
Gender diversity in corporate leadership
Board diversity disclosure was more common than senior-management disclosure in 2022. Mandatory disclosure of listed-company board gender composition existed in 60% of 49 surveyed jurisdictions, compared with 27% for senior-management composition. Fifteen of the 49 jurisdictions had mandatory quotas for women’s participation on listed-company boards.
Quota designs differed. Four jurisdictions required at least 40% women on boards, six required between 20% and 35%, and five required at least one female director. Across the 49 jurisdictions, women held an average of 27% of board seats in 2022, up from 19% in 2017. These are the jurisdictional observations in the OECD Corporate Governance Factbook 2023 board analysis.
The World Bank’s Market Monitor on gender equality in corporate leadership provides a different company sample: the top 100 issuers by market capitalisation on 22 G20 exchanges, covering 2,171 firms overall, with 71 issuers for Argentina. In that 2022 sample, women occupied 4,950 of 21,561 board seats, or 23%. Eighty percent of the boards had at least one female member, while 418 companies had all-male boards. Women held 5% of CEO and board-chair positions, comprising 114 female CEOs and 112 female chairs.
The European Union reported a later measurement for the largest quoted companies. In 2024, women held 34% of board seats on average. The European Commission reported 39.6% in EU countries with binding quotas, 33.8% where soft measures applied and 17% where no action had been taken. These EU figures refer to the largest quoted companies and are not directly interchangeable with the OECD or G20 samples.
Sustainability disclosure and corporate finance
Sustainability reporting had become a governance expectation in every surveyed jurisdiction by 2022. All 49 jurisdictions had provisions, requirements or recommendations for sustainability-related disclosure. Nearly two-thirds had requirements in law or regulation, 8% in listing rules and 24% as code recommendations, according to the OECD Factbook analysis of global markets, ownership and sustainability.
Actual reporting coverage was narrower than the presence of a policy framework. In 2021, 7,926 of 42,019 listed companies disclosed sustainability information. That represented 19% of companies but USD 103 trillion, or 84%, of global listed-company market capitalisation. Nearly 2,700 companies used an independent assurance provider for their 2021 information in 2022; those companies represented 60% of the market capitalisation of firms disclosing sustainability information.
Standards were not universal. Companies representing 42% of global market capitalisation used GRI, TCFD or SASB standards in their 2021 sustainability disclosures. The figures therefore distinguish between the number of companies reporting, the market value represented by those companies, assurance coverage and use of named standards.
Corporate finance also expanded over the longer measurement period. Non-financial corporate bond issuance averaged USD 2.3 trillion annually from 2012 to 2022, nearly double the USD 1.2 trillion average from 2001 to 2011. Issuance reached a record USD 3.3 trillion in 2020. During 2012-2022, US companies accounted for 40% of global non-financial corporate bond issuance, compared with 21% for Chinese companies and 19% for European companies.